These investments may have significant operations in areas at risk for natural disasters, social unrest and environmental damage. companies or assets and (ii) private investment funds (Investment Funds) sponsored by unaffiliated managers and/or strategic acquirers (Investment Managers) (both such types of purchases typically involve providing liquidity A The Adviser may extend the Limitation Period for a period of one year on an annual basis. These policies and procedures and any amendments. or other qualified retirement plan it is the obligation of the shareholder to determine the amount of any such required minimum distribution and to otherwise satisfy the required minimum. MayI reinvest my cash distributions in additional Shares? The Fund may repurchase Shares held by a repurchase or transfer of a Shareholders Shares qualifies for sale or exchange treatment, the Shareholder will recognize gain or loss equal to the difference between the amount received in exchange for the repurchased or transferred Shares and of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate. unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Determination Date. Under the terms of the Advisory Agreement, the Adviser is responsible for the overall It is unclear whether further tariffs and sanctions may be imposed or other escalating actions may be taken in the future, which could negatively impact In computing the NAV, the Fund values foreign securities held by the Fund at the latest The Sub-Adviser With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in believe to be high-quality Investment Managers (Primary Investments or primaries). Non-investment grade securities are fixed income securities rated below Baa by Moodys Investors Service,Inc. (Moodys) or below BBB by Standard& Poors Rating Group, a focus may constrain the liquidity and the number of portfolio companies available for investment. The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. Future investment activities of the Advisers and Tim Smith is the Chief Operating Officer and Chief Financial Officer of StepStone Private Wealth. (2), OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. providing for an alternative rate setting methodology, not all instruments in which the Fund. The Independent Trustees Committee will review and approve, to related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers business. special meeting of the Funds Shareholders duly called, (a)of 66-2/3% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts), (ii) technology and market risk (e.g., declining market for products and services tracking commitments, capital calls, distributions, valuations, and other pertinent details, The Advisers will seek to use a range of techniques to reduce the risk associated with the commitment strategy. circumstances, the Fund may hold its interests in the Infrastructure Assets in non-voting form or limit its voting rights to a certain percentage. As a result of StepStone Real Estate to Acquire Courtland Partners affiliated persons, that such fiduciaries are duly authorized to make such investment decision and that they have not relied on any individualized advice of such affiliated persons as a basis for the decision to invest in the Fund. Fund. 11 Core plus could also reflect a build to core strategy, where the assets Shopping Centers. Some realization event and are difficult to value before realization, (iii)Private Market Assets are made over time as capital is drawn down from investments, (iv)the performance record of Fund Investments are not established until the final The Fund, in conjunction with the Advisers and the Funds Board of Trustees, maintains insurance on behalf of any person who is or was an Independent Trustee, officer, employee, or agent of the Fund, against certain liability processes, StepStone does not believe. A financial intermediary is expected to provide certain such services to the Fund in connection with the Fund obtaining a credit facility, if any such facility is obtained. sending the communication to either the Funds office or directly to such Board member(s)at the address specified for each Trustee previously noted. discrepancy) may be difficult for the Fund to pursue because the Fund may be unable to liquidate its interest in an Infrastructure Asset promptly. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies. attributes that each Board member should serve as a Trustee. 6 Global Infrastructure Outlook: Investors should contact their broker or other financial professional for more information about the costs associated with opening such an account. A copy of of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment. StepStones RI policy is approved by the (RI Committee) under delegated authority from the Board of StepStone. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or right to require the Fund to repurchase such Shareholders Shares or any portion thereof. Advent Healths Consumer Innovation Advisory Board and is the co-founder and board chair of LIFT Orlando, an organization established to break the cycle of generational concentrated poverty in a community In all events, however, such tax will not be less than $50,000. Finally, particularly with respect to a unitranche debt structure, unitranche debt will generally have higher leverage levels than a portfolio. 5 According to MSCI Private Infrastructure two-to-five-year period according to a. pre-defined investment strategy. OTC derivatives dealers will be required to post margin to the clearinghouses through which they clear their customer trades instead of using such Investment Strategies - StepStone Group margin requirements for OTC derivative transactions that do not take place through clearinghouses. receive both dividends and capital gain distributions in cash. to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, budgets, forcing policymakers to look to private investment to build and repair critical infrastructure. There also may be circumstances under which the Advisers will cause one or more The trading activities of financial intermediaries generally will be carried out without reference to positions held by the Fund or its underlying Investment Funds with the Securities and Exchange Commission (SEC). See Investment Program Leverage., Other Expenses include all other expenses incurred by the Fund, such as its organizational and offering respect to each investment opportunity generally will be allocated among the various Related Investment Accounts for which the investment has been approved pro rata. The Fund intends to make distributions semi-annually in amounts that represent substantially all net Nonaffiliated third parties are parties who are not affiliates of any of SSG, SIRA, SRE, or SPW. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer through to shareholders such taxable ordinary REIT dividends. (c)to remove from registration by means of a post-effective amendment any of the securities being registered which The Trustees supervise the Funds affairs under the laws governing statutory trusts in the State of Delaware. behalf of the Fund, may have differing economic interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts. eligible for the dividends-received deduction or treatment as qualified dividend income. However, if the Shareholder received any long-term capital gain distributions in respect of the repurchased Shares (including, for this purpose, A record of each vote that the Sub-Adviser casts. visibility to many infrastructure investments. limited partners. To the extent that the Fund contractually foregoes the right to vote the relevant securities, the Fund will not be able to vote or may be able to vote only to a Date). short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gains on straddle positions may be treated as short-term capital gains or ordinary income. sponsors, administers, manages and/or advises traditional and non-traditional investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, Suburbs, medium-sized cities and even small towns are CFO, the Fund may be limited in its ability to enforce its rights against such secondary Investment Fund. StepStone Group 2024 Private Equity, Infrastructure & Real Assets The Fund reserves the right to repurchase all of the Shares held by a Shareholder if the Shareholders account For a copy of the Proxy Policy, see Annex A to this SAI. tax-exempt entities should carefully review those sections of this Prospectus and its related SAI regarding liquidity and other financial matters to ascertain whether the investment objectives of the Fund are time, and other pertinent factors. 2 According to MSCI Private Infrastructure Index, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities with correlation coefficients of 0.0, -0.1 and 0.1, respectively. However, mezzanine loans rank senior to common and preferred equity in a borrowers capital Advisory Agreement, Sub-Advisory Agreement and the Administration Agreement. Political oversight of the Financial Sector. With respect to Primary Investments, StepStone uses its best efforts to defer the allocation decision to the relevant Assets can enjoy monopolistic or quasi-monopolistic market positioning, and it may The value and successful operation of a multifamily property may be affected by greater emphasis on the private non-bank lending sector this capital is increasingly provided by pension funds and insurance companies who maintain an allocation to this asset class. In particular, because of the long time-lag between the In addition, the forestry and timber RESULT OF THE FUNDS INVESTMENT IN ANY INVESTMENT FUND (OR OTHER ENTITY) THAT IS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A Decisions as to the allocation of investment opportunities among the Fund and other Related Investment Accounts present As filed with the Securities and Exchange Commission on December23, 2022, REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940, (Exact name of Registrant as specified in Charter), Registrants Telephone Number, including Area Code: (704) 215-4300. such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment Fund. In addition, prior to purchasing Shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under The Fund will invest, directly or indirectly, in real estate. In addition, Section988 of the Code similarly provides that gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other the Funds net assets on which the Management Fee and Administration Fee are payable. The securities of many of the companies in which we resulting from the exercise of the proxy. Infrastructure Assets, along with all other forms of private assets in which the Fund may invest, are broadly referred to as Private Market Assets. Under normal circumstances, the Infrastructure Assets could be negatively impacted by the current hostilities in Eastern Europe, including direct and indirect effects on their operations and financial condition. Early in his career, Mr.Long served as the lead in-house counsel for a large portion of Bank of Americas Investment Banking Division and worked as a securities lawyer for a major law firm. All Trustees are reimbursed for their reasonable out-of-pocket expenses. case of an estate or trust) exceeds certain threshold amounts. Office Properties. There is a risk that the collateral securing these loans may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to The 1940 Act also requires that dividends may not be declared if this Asset Coverage In that case, all of Shareholders. Capital committed to a Co-Investment is typically invested immediately, Special Situations and Distressed Investments. Returns are derived primarily from income, with limited upside through capital gains, and assets are commonly held for the longer term The Repurchase Offer Amount, however, will be between 5% and 25% of the total number of Shares outstanding on the Repurchase Request Deadline. The Fund will inform Shareholders of the amount and character of its distributions Pending satisfaction of the Minimum Offering Requirement, all subscription payments will be placed in an account held by [ ], acting as the share of these fees and expenses for such taxable year, (3)each such U.S. The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private We cannot assure you that an investment in our Shares will allow you to realize any of these for infrastructure investment is driven by the overall growth of the global economy and by a number of global megatrends, such as: Digitalization: Connectivity and data consumption have become essential to everyday life and are fundamental to global economic information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus. (2), Consent of Independent Registered Public Accounting Firm. The address of the SECs Internet site is provided solely for the information of prospective investors and is not intended to be an active link. discussed below. investments. expenses, certain administrative costs and expenses relating to the offering and sale of Shares. The transition process away from LIBOR may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of Shareholders. resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments. generally, have less predictable operating results, may from time to time be parties to litigation, may be These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor. should consider the potential state and local tax consequences associated with an investment in the Fund. What are the Funds plans regarding leverage? StepStone Private Wealth serves as the Funds Adviser, and StepStone serves as the Funds Sub-Adviser. Conflicts of Interest.. Complete and execute a copy of an investor application. Source: The services provided to the Sub-Adviser by the. Future investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing, may give rise qualifies, the Fund will generally not be subject to U.S. federal income tax on its taxable income and gains that it distributes as dividends for U.S. federal income tax purposes to Shareholders. The amount of distributions that the Fund may pay, if any, is uncertain. and growth equity companies, the risks are generally greater than the risks of investing in public companies that may be at a later stage of development. Provisions in the new law include: new registration requirements with the SEC and/or the CFTC, recordkeeping, capital, and margin requirements for swap dealers and major swap The due diligence process is driven by SIRAs entire global team, which meets The Fund could seek to suspend redemptions in the event that an emergency exists in which it is not offering. However, this 30% tax on capital gains of nonresident alien individuals who are physically present in the United States for more than the 182 day period only There The Fund is expected to performance of the Funds investments, including exacerbating other pre-existing political, social and economic risks. reinvest both dividends and capital gain distributions; or. systems capable of addressing alternative Reference Rates. tax consequences. Fund has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. Under normal circumstances, the proceeds from the sale of Shares, net of the Funds fees and expenses, If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any The Fund may invest indirectly through Investment Funds in The Fund has no interest in these activities. Gain or loss will arise upon exercise or lapse of Section1256 Contracts. Accordingly, individual (and certain other non-corporate) Shareholders of the Fund that have received such taxable ordinary REIT dividends may be With respect to these investment As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. Certain Related Investment Accounts may have investment objectives and/or utilize investment strategies that are similar or comparable to those of the Fund (the The minimum initial and additional investments may be StepStone has established an RI due diligence process To operate in a manner consistent with Rule 12b-1 under the 1940 Act, the Fund will pay a monthly distribution and/or shareholder services fee out of the net assets of ClassT developed countries or that derive their revenues principally from such countries. best interest of the Fund. Transportation infrastructure companies can be significantly affected by economic changes, fuel prices, labor ClassT Shares, ClassS Shares, and ClassD Shares in the Fund from each investor is at least [$25,000], and the minimum additional investment in the Fund is [$5,000]. Sustainability Tailwinds: Infrastructure Assets are playing an We may not The Fund offers four classes of Shares. It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. These rights will be exercisable, subject to limitations as provided for in EEA data protection legislation. Our The decline in the broader Initial and any additional purchases of Shares of the Fund by any Shareholder must be made via wire transfer of funds or The Trustees of the Fund, their birth years, addresses, behalf of the Fund and waive reimbursement under the Expense Limitation and Reimbursement Agreement. leveraged investment programs of certain assets and the volatility of the value of Shares may be great, especially during times of a credit crunch and/or general market turmoil, such as that experienced during late 2008 or the current generally affords the Fund a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, excluding certain degree of uncertainty. this Notice include, among others, current clients and investors, prospective clients, former clients, employees of managers with whom StepStone has conducted business, and employees of StepStone or any of StepStones affiliates (each a assets together are referred to as Infrastructure Assets. In select cases, the Fund may allocate a portion of its investments to other private market asset classes, including but not limited to real estate, private equity and private maximum of [3.50%] of the investment amount and on ClassD Shares, up to a maximum of [1.50%] of the investment amount.
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